CONSTITUTION - Pacific Link

CONSTITUTION OF:

PACIFIC LINK HOUSING LIMITED

ACN: 074 394 648

ACN: 074 394 648

CONSTITUTION

CONSTITUTION OF:

PACIFIC LINK HOUSING LIMITED

ACN 074 394 648

AMENDED IN 2013 TO BE ADOPTED AS THE

CONSTITUTION OF PACIFIC LINK HOUSING LTD IN SUBSTITUTION FOR AND TO THE EXCLUSION OF

ALL OF THE COMPANY’S EXISTING CONSTITUTION

ACN: 074 394 648

CONSTITUTION

Table of Contents

THE NAME OF THE COMPANY .......................................................................................... 4

DEFINITIONS .......................................................................................................................... 4 INTERPRETATION ................................................................................................................. 5 PRELIMINARY ........................................................................................................................ 5

OBJECTS ................................................................................................................................. 5

POWERS ................................................................................................................................. 6

INCOME ................................................................................................................................. 7 WINDING UP ........................................................................................................................... 8

ACCOUNTS ............................................................................................................................. 8

19. MEMBERSHIP ...................................................................................................... 8 20. CESSATION OF MEMBERSHIP ....................................................................... 9

THE BOARD OF DIRECTORS ........................................................................................... 10 21. Powers of the Board .......................................................................................... 10

22. Constitution and Membership of the Board .................................................... 11 23 Election of Members of the Board ................................................................... 12

24 Casual Vacancies on the Board ....................................................................... 13

25 Removal of Board Member ............................................................................... 13 26 Meetings and Quorum ....................................................................................... 13

27 Voting and Decisions ......................................................................................... 14 GENERAL MEETINGS ........................................................................................................ 15

28 Annual General Meetings ................................................................................. 15 29 Annual General Meetings – calling of and business at ................................ 15

30 Special General Meetings – Calling Of ........................................................... 16

31 Quorum at Special General Meeting ............................................................... 16

32 Adjournment ........................................................................................................ 16

33 Making of Decisions ........................................................................................... 17

34 Special Resolution.............................................................................................. 17

35. Voting ................................................................................................................... 17 36. Appointment of Proxy ........................................................................................ 17

MISCELLANEOUS................................................................................................................ 18 37. Insurance ............................................................................................................. 18

38. Funds – Management ........................................................................................ 18 39. Alteration of Objects and Rules ....................................................................... 18 40. Common Seal ..................................................................................................... 18

41 Custody of Books ............................................................................................... 18 42. List of Members’ names .................................................................................... 18

43. Service of Notices .............................................................................................. 19

44. Delegation............................................................................................................ 19

45. Advisory Sub-committees ................................................................................. 19

46. Payment of Office Bearers and Members ...................................................... 19 47. Distribution ........................................................................................................... 20

48. Notification of Proposed Alteration of Rules .................................................. 20 49. Compliance with Charitable Fundraising Act, 1991 ...................................... 20

50. Operation of a Gift Fund .................................................................................... 20 51. Revocation of Endorsement of the Gift Fund ................................................. 20

52. Indemnity to Officers .......................................................................................... 21

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CONSTITUTION

CORPORATIONS ACT, 2001 A public company limited by guarantee and not having a share capital.

CONSTITUTION OF PACIFIC LINK HOUSING LIMITED - ACN 074 394 648

THE NAME OF THE COMPANY 1. The name of the company is the “Pacific Link Housing Limited” (hereinafter called

“The Company” or “Pacific Link”).

DEFINITIONS

2. In this Constitution unless there be something in the subject or context inconsistent therewith:

“the Act” means the Corporations Act, 2001. When any provision of the Act is referred to the reference is to that provision as modified by any law for the time being in force. Unless the contrary intention appears expressions defined in the Act or any modifications thereof made by any law in force at the date at which these regulations become binding on the Company shall have the meaning so defined.

“Auditor” means the person appointed annually by the Company to audit the accounts of the Company, such person being a member of a recognised institute, association or body of accountants and qualified to audit accounts for the purposes of the Act.

“Board” means the members for the time being of the Board of Directors of the Company constituted in accordance with these rules.

“By-Laws” shall mean and include rules.

“Constitution” means and includes these rules.

“Financial member” means any member who has paid all money payable by him or her to the Company or in respect of whom there is no such money outstanding for more than two (2) months from the due date of the payment thereof.

“Full member” means a member who is an Ordinary member of the Company.

“General Meeting” includes Annual General Meeting.

“In writing” and “written” include printing, typing, lithography, email and other modes of representing or reproducing words in visible form in the English language.

“month” except where otherwise provided in this Constitution means calendar month.

“the office” means the registered office for the time being of the Company.

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“Officer” includes any member of the Board, but does not include the Auditor.

“Special Resolution” has the meaning assigned thereto by the Act.

INTERPRETATION

3. A decision of the Board on the construction or interpretation of this Constitution of the

Company, or on any By-Laws of the Company made pursuant to this Constitution or on any matter arising from it, shall be conclusive and binding on all members of the Company.

4. Words importing the singular number also include the plural and vice versa and the

masculine gender the feminine gender and vice versa.

PRELIMINARY

5. Pursuant to s.135 of the Act all replaceable Rules referred to in the Act are hereby

displaced or modified as provided in this Constitution.

6. The Company is established for the purposes set out in this Constitution.

7. The Company shall be a non-proprietary Corporation and a not for profit organisation.

8. An employee of the Company shall not vote at any Board meeting of the Company or hold office as a member of the Board.

9. The assets and income of the Company shall be applied solely in furtherance of its objects as set out in this Constitution and no portion shall be distributed directly or indirectly by way of dividend, bonus or otherwise to the members of the Company.

OBJECTS

10. The objects for which the Company has been established are:-

(a) To create secure, affordable and sensitively managed housing opportunities for

use, benefit and development of low income households;

(b) To acquire land and housing for the use, benefit and development of low income households;

(c) To construct, acquire, manage and maintain housing for the use benefit and development of low income households;

(d) To raise money by all lawful means and to solicit, receive and enlist financial or other aid from any source and to conduct fund raising campaigns for the purpose of the Company and the promotion of its objects, provided that no member of the Company shall receive any prize at any competition held or promoted by the

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CONSTITUTION

Company except where the member has entered such competition upon the same terms and conditions as apply to non-members and the member obtains no special benefit or favourable treatment unavailable to non-members;

(e) To educate, inform and otherwise communicate and liaise with government and non-government organisations, the media and individuals for the benefit of low income householders.

POWERS 11. The Company shall exercise its powers, including those expressly set out in this

Constitution, lawfully and only for the purpose of furthering any one or more of the objects of the Company.

12. The Company’s powers shall include but not be limited to the following:

(a) To invest and change investments freely and this power includes the right to invest in unsecured interest-free loans or other non income-producing assets including property for occupation or use by persons of low income;

(b) To repair, lease, manage, sell, mortgage, partition or dispose of all or any part of any asset of the Company whether real or personal;

(c) To receive any gift of property whether subject to any special trust or not;

(d) To amalgamate with any companies, institutions, societies or associations having similar objects to those of the Company and which shall prohibit the distribution of its or their income and property among its or their members;

(e) To purchase or otherwise acquire and undertake all or any part of the property, assets, liabilities and engagement of any one or more of the companies, institutions, societies, or associations with which the Company is authorised to amalgamate;

(f) To make donations for purposes consistent with the objects of the Company;

(g) To do such other things as are incidental or conducive to the attainment of the objects and exercise of the powers of the Company;

(h) To subscribe to, become a member of and co-operate with any other association or organisation, whether incorporated or not, whose objects are altogether or in part similar to those of the Company provided that the Company shall not subscribe or support with its funds any association or organisation which does not prohibit the distribution of its income and property among its members;

(i) To purchase, take on lease or in exchange, hire and otherwise acquire any lands, buildings, easements or property, real and personal and any rights or privileges which may be requisite for the purposes of, or capable of being conveniently used in connection with, any of the objects of the Company, provided that in case the Company shall take or hold any property which may be subject to any trusts the Company shall only deal with the same in such manner as is allowed by law having regard to such trusts;

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(j) To enter into any arrangements with any Government or authority, municipal, local or otherwise that may seem conducive to achievement of the Company’s objects or any of them; and to obtain from any such Government or authority any rights, privileges, concessions or monies which the Company think it desirable to obtain, and carry out, exercise and comply with any such arrangements, rights, privileges and concessions;

(k) To appoint, employ, remove or suspend such staff and contractors as may be necessary or convenient for the purposes of the Company;

(l) To establish and support or aid in the establishment and support of associations, institutions, funds, trusts and conveniences calculated not to benefit to subscribe or guarantee money for charitable or benevolent objects;

(m) To construct, improve, maintain, develop, work, manage, carry out, alter or control any houses, buildings, grounds, works or conveniences which may seem, calculated directly or indirectly, to advance the Company’s interests and to contribute to, subsidise or otherwise assist and take part in the construction, improvements, maintenance, development, working management, carrying out, alteration or control thereof;

(n) To invest and deal with the money of the Company not immediately required in such manner as may be permitted by law for the investment of trust funds;

(o) To borrow or raise or secure the payment of money in such manner as the Company may think fit to secure the same or the repayment or performance of any debt, liability, contract, guarantee or such engagement incurred or to be entered into by the Company in any way and in particular by the issue of debentures perpetual or otherwise charged upon all or any of the Company’s property (both present and future), and to purchase, redeem or pay off any such securities;

(p) To make, draw, accept, endorse, discount, execute and issue promissory notes, bills of exchange, bills of lading and other negotiable or transferable instruments;

(q) In furtherance of the objects of the Company to sell, improve, manage, develop, exchange, lease, dispose of, turn to account or otherwise deal with all or any part of the property and rights of the Company; and

(r) To take or hold mortgages, loans and charges to secure payment of the purchase price or unpaid balance of the purchase price, of any part of the Company’s property of whatsoever kind sold by the Company, or any money due to the Company from purchasers and others.

INCOME 13. The assets and income of the Company shall be applied solely in furtherance of its

objects as set out in this Constitution and no portion shall be distributed directly or indirectly by way of dividend, bonus or otherwise to the members of the Company except as bona fide compensation for services rendered or expenses incurred on behalf of the Company.

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14. Nothing in the preceding clause or elsewhere in this Constitution shall prevent the repayment in good faith of interest to any member, in respect of moneys advanced by that member to the Company, or otherwise owing by the Company to that member, or of any remuneration to any officers or servants of the Company or to any member of the Company or other person, in return for any services actually rendered to the Company.

WINDING UP

15. The liability of members is limited. 16. Every member undertakes to contribute an amount not more than $2.00 to the property

of the Company if it is wound up while he or she is a Member or within one year after he or she ceases to be a Member, for:

a. payment of the Company’s debts and liabilities contracted before the time he

or she ceased to be a Member; b. the costs, charges or expenses of winding up; and c. the adjustments of the rights of the contributories among themselves.

17. In the event of the Company being dissolved or wound up the following provisions shall

apply: 17.1 All remaining community housing assets in a participating jurisdiction on

winding up will be transferred to another registered community housing provider or to a Housing Agency in the jurisdiction in which the asset is located.

17.2 For the purposes of this clause the definitions in the Community Housing Providers (Adoption of National Law) Act 2012 shall apply.

ACCOUNTS

18. True accounts shall be kept of the sums of money received and expended by the

Company and the matters in respect of which such a receipt and expenditure takes place and of the property credits and liabilities of the Company and subject to any reasonable restrictions as to the time and manner of inspecting the same that may be imposed in accordance with the regulations of the Company for the time being shall be open to the inspection of the members. Once at least in every year the accounts of the Company shall be examined and the correctness of the balance sheet ascertained by the appointed Auditor.

19. MEMBERSHIP

19.1 Membership of the Company at the time of adoption of this Constitution at a General

Meeting shall be those members recognised by the Board as eligible to vote at that General Meeting.

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19.2 The Board may admit further members; however every applicant for membership of the Company shall be proposed by one and seconded by another member of the Company. The application for membership shall be made in writing in the form determined from time to time by the Board. The applicant, his proposer and seconder, must sign the form.

19.3 At the next meeting of the Board after the receipt of any application for membership,

such application shall be considered by the Board who shall accept or reject the application. In no case shall the Board be required to give any reason for the rejection of an application.

19.4 The Company Secretary shall advise the applicant of the result of the Board decision

and request any successful applicants to pay the appropriate fees. Upon payment of the entrance fee the applicant shall become a member of the Company. Should such payment be not made within two calendar months after the date of that notice, the Board may cancel its acceptance of the applicant for membership of the Company.

19.5 The entrance fee shall be $2.00. The Company may vary this amount by a simple

majority at a general meeting. 19.6 The annual membership subscription payable by members shall be $2.00. The

Company may vary this amount by a simple majority at a general meeting. 19.7 The annual membership subscription shall fall due on 1 July each year and must be

paid by each member not later than the day which falls two calendar months after the due date.

20. CESSATION OF MEMBERSHIP

20.1 A person ceases to be a member of the Company if the person:

(a) Dies (b) Resigns (c) Is expelled as a member (d) Becomes bankrupt; or (e) Is convicted of a serious indictable offence.

20.2 A member of the Company who has paid all amounts payable by the member to the

Company in respect to the member’s membership may resign from the Company by giving written notice to the Secretary of the Company. The resignation will become effective 7 days after the Secretary has received the notice to resign.

20.3 Where the Board is of the opinion that a member of the company has:

(a) Persistently refused or neglected to comply with a provision or provisions of this Constitution; or

(b) Persistently and willfully acted in a manner prejudicial to the interests of the Company,

The Board may, by resolution (i) Expel the member from the Company; or (ii) Suspend the member from the Company for a specified period.

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20.4 A resolution of the Board under Clause 3 above is of no effect unless the Board, at a meeting held no earlier than 14 days and not later than 28 days after the service on the member of a notice under Clause 3 above confirms the resolution in accordance with this rule.

20.5 Where the Board passes a resolution under this Clause, the Company Secretary

shall, as soon as practicable thereafter cause a notice in writing to be served on the member – (a) Setting out the resolution of the Board and the grounds on which it is based; (b) Stating that the member may address the Board; (c) Stating the date, time and place of the meeting; (d) Informing the member may do either or both of the following:

(i) Attend and speak at the meeting; (ii) Submit to the Board at or prior to the date of that meeting written

representations relating to the resolution.

20.6 At a meeting of the Board held as referred in this clause, the Board shall – (a) give the member an opportunity to make oral representations; (b) give due consideration to any written representations submitted to the Board by

the member; and (c) by resolution determine whether to confirm or revoke the resolution.

20.7 Where the Board confirms a resolution under this clause, the Company Secretary shall within 7 days after confirmation, by notice in writing, inform the member of the board’s decision.

THE BOARD OF DIRECTORS

21. Powers of the Board

21.1 The Board shall, subject to the Act, this Constitution and to any resolution passed by

the Company in general meeting – (a) control and manage the affairs of the Company and be responsible for the

management of activities and affairs of the Company;

(b) exercise all such functions as may be exercised by the Company, other than those functions that are required by this Constitution to be exercised by a general meeting of members of the Company

(c) have power to perform all such acts and do all such things as appear to the Board to be necessary, or desirable, for the proper management of the affairs of the Company.

21.2 The Board may exercise its powers and do all such acts and things as the Company is by this Constitution or otherwise authorised to exercise and do, and which are not hereby or by Statute directed or required to be exercised or done by the Company in General Meeting but subject nevertheless to the provisions of the Act and of these Rules and to any amendments to this Constitution provided that no such amendment shall invalidate any prior act of the Board which would have been valid if such amendment had not been made.

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22. Constitution and Membership of the Board

22.1 The Board shall consist of a total of 9 ordinary members of the Company. The

number of ordinary members on the Board may be increased to 11 in the event of a future merger until the next Annual General meeting and then return to 9 members. Members of the Board will be chosen for their skills and relevant experience.

22.2 The Directors shall at the first Directors’ meeting following each Annual General Meeting, appoint by ordinary majority resolution a Company Secretary.

22.3 The Directors shall at the first Directors' meeting following each Annual General Meeting, elect by ordinary majority resolution a Director as Chairman.

22.4 The Chairman's term of office as Chairman shall expire on the earlier to occur of:

i. the conclusion of the first Annual General Meeting after he or she was last elected as Chairman or

ii. the expiry of the Chairman's term of office as a Director where not re-elected as Director.

22.5 A retiring Chairman is eligible for re-election as Chairman.

22.6 The Directors may elect a Director as Deputy Chairman to act as Chairman in the Chairman's absence.

22.7 The Directors present may elect a Chairman of a Directors' meeting if:

a. there is no Chairman or Deputy Chairman; or

b. neither the Chairman nor Deputy Chairman is present within 15 minutes after the time appointed for holding the Directors' meeting; or

c. the Chairman and Deputy Chairman are unwilling to act as Chairman of the Directors' meeting.

22.8. Subject to the provisions of clauses 22.8.1 and 22.8.2 and 22.8.3 of this Constitution, members of the Board elected at any Annual General Meeting shall be elected to serve terms of 3 years’ duration. 22.8.1 At the Annual General Meeting held in the year 2012, unless otherwise

determined by consensus among the persons voted to the Board at that Annual General Meeting, of the five current members of the Board who are eligible for re-election: 22.8.1.1 the persons achieving the highest, the second highest and third

highest numbers of votes for election to the board respectively shall each be elected to serve a term of 3 years’ duration; and

22.8.1.2 the persons achieving the fourth and fifth highest numbers of votes for election to the board respectively shall each be elected to serve a term of 2 years’ duration;

22.8.1.3 in the event of a tie in the number of votes achieved by two or more candidates for any one position: a. the names of each tying candidate will be written on a slip of

paper placed in an opaque container; b. a single slip of paper will be drawn out by the returning

officer; b. the candidate’s name on the slip of paper drawn from the

container shall be deemed to have achieved the highest number of votes of the tying candidates;

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d. if there are more than two tying candidates the process will be repeated to determine the second, third, fourth and fifth highest number of votes until all board positions are determined.

22.8.2 At the Annual General Meeting held in the year 2013, unless otherwise determined by consensus among the persons voted to the Board at that Annual General Meeting, of the four current members of the Board who will in 2013 be eligible for re-election: 22.8.2.1 the persons achieving the highest, the second highest and third

highest numbers of votes for election to the board respectively shall each be elected to serve a term of 3 years’ duration; and

22.8.2.2 the person achieving the fourth highest number of votes for election to the board shall be elected to serve a term of 1 year’s duration;

22.8.2.3 in the event of a tie in the number of votes achieved by two or more candidates for any one position: a. the names of each tying candidate will be written on a slip of

paper placed in an opaque container; b. a single slip of paper will be drawn out by the returning

officer; b. the candidate’s name on the slip of paper drawn from the

container shall be deemed to have achieved the highest number of votes of the tying candidates;

d. if there are more than two tying candidates the process will be repeated to determine the second, third and fourth highest number of votes until all board positions are determined.

22.8.3 At the Annual General Meeting held in the year 2014, the two directors elected for two-year terms in 2012 and the director elected for a one-year term in 2013 will each be eligible for re-election for a three-year term.

22.9 Each member of the Board shall, subject to these rules, hold office until the

conclusion of the Annual General Meeting immediately at the expiration of the term of the member who created the casual vacancy, but is eligible for re-election at that meeting.

22.10 In the event of a casual vacancy occurring in the membership of the Board, the

Board may appoint a member of the Company to fill the vacancy and the member so appointed shall hold office, subject to these rules, until the conclusion of the Annual General Meeting immediately at the expiration of the term of the member who created the casual vacancy, but is eligible for re-election at that meeting.

23 Election of Members of the Board

23.1 Nominations of candidates for election as members of the Board –

(a) shall be made in writing, signed by 2 members of the Company and be accompanied by the written consent of the candidate in the form determined; and

(b) shall be delivered to the Secretary of the Company no less than 7 days before the date fixed for the holding of the Annual General Meeting at which the election is to take place.

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23.2 If insufficient nominations are received to fill all vacancies on the Board, the

candidates nominated shall be deemed to be elected and further nominations shall be received at the Annual General Meeting.

23.3 If insufficient further nominations are received, any vacant positions remaining on the

Board shall be deemed to be casual vacancies. 23.4 If the number of nominations received is equal to the number of vacancies to be

filled, the persons nominated shall be deemed to be elected. 23.5 If the number of nominations received exceeds the number of vacancies to be filled,

a ballot shall be held. 23.6 The ballot for the election of members of the Board shall be conducted at the Annual

General Meeting in such manner as the Board may from time to time direct.

24 Casual Vacancies on the Board

24.1 For the purposes of these rules, a casual vacancy in the office of a member of the

Board occurs if the member – a) dies b) ceases to be a member of the Company c) becomes insolvent under administration within the meaning of the Act d) resigns office by notice in writing given to the Company Secretary e) is removed from office f) becomes of unsound mind or a person whose person or estate is liable to be

dealt with in any way under the law relating to mental health g) is absent without the consent of the Board from all meetings of the Board held

during a period of 3 months

h) holds an office of profit in the Company; or

i) is directly or indirectly interested in any contract or proposed contract with the Company other than as referred to in clauses 14 or 46 of this Constitution.

25 Removal of Board Member

25.1 The Company, in a general meeting, may by resolution remove any member of the

Board from office before the expiration of the member’s term of office and may by resolution appoint another person to hold office until the expiration of the term of office of the Board member so removed.

26 Meetings and Quorum

26.1 The Board shall meet at least 6 times in each period of 12 months at such place and

time as the Board may determine.

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26.2 Additional meetings of the Board may be convened by the Chairman or by any 4 members of the Board.

26.3 Oral or written notice of a meeting of the Board shall be given by the Company Secretary to each member of the Board at least 48 hours (or such other period as may be unanimously agreed upon by the members of the Board) before the time appointed for the holding of the meeting.

26.4 Notice of a meeting given under this Clause shall specify the general nature of the business to be transacted at the meeting and no business other than that business shall be transacted at that meeting, except business which the Board members present at the meeting unanimously agree to consider.

26.5 A quorum for the transaction of the business of a meeting of the Board shall be constituted by:

(a) any 4 members of the Board; or

(b) such lower number of members of the Board that is equal to one half of the number of members of the Board plus one.

26.6 No business shall be transacted by the Board unless a quorum is present and if

within half an hour of the time appointed for the meeting a quorum is not present, the meeting stands adjourned to the same place and at the same hour of the same day in the following week.

26.7 If at the adjourned meeting a quorum is not present within half an hour of the time appointed for the meeting, the meeting shall be dissolved.

26.8 At a meeting of the Board –

(a) the Chairman or, in the Chairman’s absence, the Deputy Chairman shall preside; or

(b) If the Chairman and the Deputy Chairman are absent or unwilling to act, such one of the remaining members of the Board as may be chosen by the members present at the meeting shall preside.

26.9 Where a matter requires determination at a time in between any meeting of the

Board, and where a meeting of the Board in person is not possible or practicable, then a decision of the Board may be made by any agreed means whether that be email or other written or electronic communication or by telephone conference where: (a) all members of the Board are notified or proper attempts are made to give

notice of the matter;

(b) a quorum of the Board makes the decision; and

(c) no member of the Board objects to the matter being dealt with in this manner.

27 Voting and Decisions

27.1. Questions arising at a meeting of the Board or of any sub-committee appointed by

the Board shall be determined by a majority of the votes of members of the Board or sub-committee present at the time of the meeting. No proxy votes are permitted.

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27.2. Each member present at a meeting of the Board or of any sub-committee appointed by the Board (including the person presiding at the meeting) is entitled to one vote but, in the event of an equality of votes on any question, the person presiding may exercise a second or casting vote.

27.3. Subject to the presence of a Quorum the board may act notwithstanding any vacancy on the Board.

27.4. Any act or thing done or suffered, or purporting to have been done or suffered, by the Board or a sub-committee appointed by the Board, is valid and effectual notwithstanding any defect that may afterwards be discovered in the appointment or qualifications of any member of the Board or sub-committee.

27.5 The Directors must cause minutes to be made of:

a. the names of the Directors present at all Directors' meetings and meetings of Board Committees;

b. all proceedings and resolutions of general meetings, Directors' meetings and meetings of Board Committees;

c. all resolutions passed by the Directors;

d. all appointments of officers;

e. all orders made by the Directors and Board Committees; and

f. all disclosures of interests made by the Directors.

27.6 Minutes must be signed by the Chairman of the meeting or by the Chairman of the next meeting of the relevant body.

27.7 The Company must keep all registers required by this Constitution and the Corporations Act.

GENERAL MEETINGS

28 Annual General Meetings

28.1 The Company shall, at least once in each calendar year and within the period of 5

months after the expiration of each financial year of the Company convene an Annual General Meeting of its members.

28.2 Any 10 members of the Company shall form a Quorum for an Annual General

Meeting.

29 Annual General Meetings – calling of and business at

29.1 The Annual General Meeting of the company shall, subject to the Act be convened

on such date and at such place and time as the Board thinks fit;

29.2 The business of an Annual General Meeting shall be –

(a) to confirm the minutes of the last preceding Annual General Meeting and of any special general meeting held since that meeting;

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(b) to receive from the Board reports upon the activities of the Company during the last preceding financial year;

(c) to elect the members of the Board as required to fill vacancies on the Board whether arising from the expiration of terms of office or otherwise;

(d) to consider any special business of which due notice has been given; and (e) to appoint and fix remuneration of the Auditors.

30 Special General Meetings – Calling Of 30.1 The Board may, whenever it thinks fit, convene a special general meeting of the

Company.

30.2 The Board shall, on the requisition in writing of not less than 5% of the total number of members, convene a special general meeting of the company.

30.3 A requisition of members for a special general meeting –

(a) shall state the purpose or purposes of the meeting; (b) shall be signed by the members making the requisition; (c) shall be lodged with the Company Secretary; and (d) may consist of several documents in a similar form, each signed by one or

more of the members making the requisition.

30.4 If the Board fails to convene a special general meeting to be held within one month after that date on which a requisition of members for the meeting is lodged with the Company Secretary, any one or more of the members who made the requisition may convene a special general meeting to be held not later than 3 months after that date.

30.5 A special general meeting convened by a member or members as referred to in

Clause 30.4 shall be convened as nearly as is practicable in the same manner as general meetings are convened by the Board.

31 Quorum at Special General Meeting

31.1 Any 10 members of the Company shall form a Quorum for a special general meeting.

32 Adjournment

32.1 The Chairman of a general meeting at which a quorum is present may, with the

consent of the majority of members present at the meeting, adjourn the meeting from time to time and place to place, but no business shall be transacted at an adjourned meeting other than the business left unfinished at the meeting at which the adjournment took place.

32.2 Where a general meeting is adjourned for 14 days or more, the Company Secretary shall give written or oral notice of the adjournment meeting to each member of the Board, stating the place, date and time of the meeting and the nature of the business to be transacted at the meeting.

32.3 Except as provided in sub-clauses 32.1 and 32.2, notice of an adjourned meeting is not required to be given.

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33 Making of Decisions

33.1 No decisions shall be taken unless a quorum is present.

33.2 A question arising at a general meeting of the company shall be determined on the show of hands and, unless before or on the declaration of the show of hands, a poll is demanded, a declaration by the Chairman that a resolution has, on a show of hands, been carried unanimously or carried by a particular majority or lost, or an entry to that effect in the minute book of the Company is evidence of the fact without proof of the number or proportion of the votes recorded in favour or against that resolution.

33.3 At a general meeting of the company, a poll may be demanded by the Chairman or by not less than 3 members present in person or by proxy at the meeting.

33.4 Where a poll is demanded at a general meeting the poll shall be taken – (a) immediately in the case of a poll which related to the election of the Chairman

of the meeting or to the question of an adjournment; or (b) in any other case, in such manner and at such time before the close of the

meeting as the Chairman directs; (c) and the resolution of the poll on the matter shall be deemed to be the resolution

of the meeting in that matter.

34 Special Resolution

34.1 A resolution of the company is a special resolution if it is passed by a majority which

comprises not less than three quarters of such members of the company as, being entitled under these rules so to do and present at the meeting vote in person or by proxy at a general meeting of which not less than 21 days written notice specifying the intention to propose the resolution as a special resolution was given in accordance with this constitution.

35. Voting

35.1 Upon any question arising at a general meeting of the company, a member has one

vote only.

35.2 All votes shall be given personally or by proxy.

32.3 In the case of an equality of votes on a question at a general meeting, the Chairman of the meeting shall have a second or casting vote.

36. Appointment of Proxy

36.1 Each member shall be entitled to appoint another member as proxy by notice given

to the Company Secretary no later than 48 hours before the time of the meeting in respect of which the proxy is appointed.

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CONSTITUTION

36.2 The notice appointing the proxy shall be in the form approved by the Board from time to time.

MISCELLANEOUS

37. Insurance

37.1 The Company shall effect and maintain adequate insurance.

38. Funds – Management

38.1 All cheques, drafts and other negotiable instruments shall be signed by any such

Board members or employees as are authorised to do so in accordance with the Schedule of Delegation that is reviewed annually by the Board, or as required.

38.2 Subject to any resolution passed by the Company in general meeting, the funds of the Company shall only be used in pursuance of the objects of the company in such manner as the Board determines.

39. Alteration of Objects and Rules

39.1 This Constitution may be altered, rescinded or added to only by a special resolution

of the Company in accordance with the Corporations Act 2001.

40. Common Seal

40.1 The Common Seal of the Company shall be kept securely in the registered offices of

the Company.

40.2 The Common Seal shall not be affixed to any instrument except by the authority of the Board.

41 Custody of Books

41.1 Except as otherwise provided by these rules, the records, books and other

documents relating to the Company shall be kept under lock and key at the registered office of the Company.

42. List of Members’ names

42.1 A list of all the company’s members’ names shall be maintained at the registered

office of the company.

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43. Service of Notices

43.1 For the purpose of these rules, a notice may be served by or on behalf of the

Company upon any member either personally or by sending it by post or email to the member at the member’s postal or email address shown on the register of members.

43.2 Where a document is sent to a person by properly addressing, prepaying and posting to the person a letter containing the document, the document shall. Unless to contrary is proved, be deemed for the purposes of these rules to have been served on the person at the time at which the letter would have been delivered in the ordinary course of post.

44. Delegation

44.1 The Board may, by resolution, delegate any of its functions, activities and

responsibilities to any member of the Board or Staff, upon such terms as the Board considers appropriate, except the responsibility for determining membership fees or other matters specifically reserved in this Constitution, to ensure orderly day to day operation of the Company.

45. Advisory Sub-committees

45.1 The Company may, from time to time, appoint any number of sub-committees to

achieve any responsibility, activity or object of the company and may delegate to that sub-committee any responsibility or activity.

45.2 Each sub-committee so formed will operate in accordance with such terms of

reference as may be approved by the Board from time to time.

46. Payment of Office Bearers and Members

46.1 A member of the Board shall not be appointed to any salaried office of the Company.

46.2 The Directors may be paid or provided remuneration for their services as Directors, provided that:

a. the total amount or value of remuneration to all Directors must not exceed an aggregate maximum amount determined by the Company in general meeting;

b. if no maximum amount has been determined by the Company in general meeting, then the Directors may not be paid remuneration for their services as Directors; and

c. if a Director is an employee or director of another entity, such entity has notified the Company that it consents to that Director receiving such remuneration.

46.3 The aggregate sum to be paid under Clause 46.2 will be divided among the Directors in such proportion and manner as the Directors agree or, in default of agreement, equally and shall be deemed to accrue from day to day.

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46.4 Directors may also be paid all travelling, hotel and other expenses properly incurred by them in attending and returning from meetings of the Directors or any Board Committee or sub-committee or general meetings of the Company or otherwise in connection with the Company's business.

46.5 The Company may also pay a premium for a contract insuring a person who is or has been a Director against liability incurred by the person as a Director, except in circumstances prohibited by the Corporations Act.

47. Distribution

47.1 As a not for profit organisation, the Company is prohibited by virtue of clauses 9 and 13 of this Constitution from distribution of any profits to its members.

48. Notification of Proposed Alteration of Rules

48.1 A proposed alteration of the rules of the statement of objects of the Company shall

be notified to the Minister administering the Charitable Fundraising Act 1991 (or such other legislation as may replace it in the event that it is repealed), in the manner required by the regulations under that Act.

49. Compliance with Charitable Fundraising Act, 1991

50.1 The Company shall comply with such of the provisions of the Charitable Fundraising

Act 1991 and the Regulations there under as are applicable to it.

50. Operation of a Gift Fund

50.1 The Company shall operate and maintain a gift fund. This entails banking money

separately and specifically identifying items of property and money. The money and property of the Gift Fund must be clearly separate from that of the rest of the entity and accounted for accordingly.

51. Revocation of Endorsement of the Gift Fund

52.1 If the gift fund of the Company is wound up or its endorsement under Subdivision

30.120 of the Income Tax Assessment Act, 1997, is revoked, the assets of the gift fund as remain after the satisfaction of all debts and liabilities shall be transferred pursuant to another fund authority or institution as nominated by the special resolution of the Company being a fund authority or institution which has been endorsed as a Deductible Gift Recipient under Subdivision 30.120 of the Income Tax Assessment Act 1997.

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52. Indemnity to Officers

53.1. Every person who is or has been an Officer (as defined in s 9 of the Act) or Auditor of

the Company may if the Board so determine be indemnified, to the maximum extent permitted by law, out of the property of the Company against any liabilities for costs and expenses incurred by that person:

(i) in defending any proceedings whether civil or criminal, in which judgment is given in that person’s favour or in which that person is acquitted;

(ii) in connection with any application in relation to such proceedings in which relief is granted to that person under the Act by the Court.

53.2. Every person who is an Officer (as defined in s 9 of the Act) or an Auditor of the Company may if the directors so determine be indemnified, to the maximum extent permitted by law, out of the property of Pacific Link against any liability to another person (other than the company or a related body corporate) as such office or Auditor unless the liability arises out of conduct involving lack of good faith.

53.3. The Company may pay a premium for a contract insuring a person who is or has been an Officer or Auditor of the Company against a liability:

(i) incurred by that person as such an officer which does not arise out of conduct involving a willful breach of duty in relation to the company or a contravention of subsections199A and 199B of the Act; and

(ii) for costs and expenses incurred by that person in defending proceedings whether civil or criminal and whatever their outcome.

CONSTITUTION - Pacific Link

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